Common use of Performance; Document Delivery Clause in Contracts

Performance; Document Delivery. SEI and Sub shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company of the following documents: (i) Certificates for the Shares of SEI Common Stock and the cash payable pursuant to Section 4; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five business days prior to Closing; (iii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set forth herein are true and correct in all material respects as of the Closing Date and that SEI has fulfilled all of the conditions of this Section 9; (iv) Resolutions adopted by the Board of Directors of SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of SEI; and (v) An incumbency certificate certifying the identity of the officers of SEI.

Appears in 1 contract

Sources: Merger Agreement (Service Experts Inc)

Performance; Document Delivery. SEI and Sub shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company Shareholders of the following documents: (i) Certificates for the Shares of SEI Common Stock and the cash payable pursuant to Section 4; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five (5) business days prior to Closing; (iiiii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set forth herein are true and correct in all material respects as of the Closing Date and that SEI has fulfilled all of the conditions of this Section 9; (iviii) Resolutions adopted by the Board of Directors of SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of SEI; and (viv) An incumbency certificate certifying the identity of the officers of SEI.

Appears in 1 contract

Sources: Stock Purchase Agreement (Service Experts Inc)

Performance; Document Delivery. SEI and Sub shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company Shareholders of the following documents: (i) Certificates for the Shares of SEI Common Stock and the cash payable pursuant to Section 4; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five (5) business days prior to Closing; (iiiii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set forth herein are true and correct in all material respects as of the Closing Date and that SEI has fulfilled all of the conditions of this Section 98; (iviii) Resolutions adopted by the Board of Directors of SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of SEI; and (viv) An incumbency certificate certifying the identity of the officers of SEI.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Service Experts Inc)